SecProbe.io

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December 19, 2005

Securities and Exchange Commission                   TODD J. EMMERMAN
100 F Street, N.E.                                   212-940-8873
Washington, D.C. 20549                               E-MAIL ADDRESS
                                                     todd.emmerman@kattenlaw.com
                                                     Direct Fax Number
                                                     (212) 894-5873

Attention: John Zitko

        Re: Rand Acquisition Corporation
            File No. 0-50908
            Preliminary Proxy Statement on Schedule 14A

Ladies and Gentlemen:

      Set forth below is the response on behalf of Rand Acquisition Corporation
(the "Company" or "Rand") to the comments of the staff (the "Staff") of the
Securities and Exchange Commission (the "Commission") contained in the letter,
dated December 2, 2005, concerning the Preliminary Proxy Statement on Schedule
14A filed by Rand on October 28, 2005. We have set forth herein each comment of
the Staff contained in the comment letter followed by our response. For your
convenience and to facilitate your review, a marked copy of the Schedule 14A,
which has been revised in accordance with our responses below and otherwise
updated, is being separately delivered.

1. We note your disclosure that the acquisition will not be consummated if the
holders of more than 5% of the total number of IPO shares exercise their
conversion rights. We also specifically note, however, the following passages
contained in the Company's Form S-1, effective as of October 27, 2004, as well
as the accompanying pro-forma financial statements, which suggested that the
Company would be able to (and would) consummate a transaction if as many as
19.99% of the total number of IPO shares demanded conversion:

      o     "We will not proceed with a business combination if public
            stockholders owning 20% or more of the shares sold in this offering
            vote against the business combination and exercise their conversion
            rights. Accordingly, we may effect a business combination if public
            stockholders owning up to approximately 19.99% of the shares sold in
            this offering exercise their conversion rights. If this occurred, we
            would be required to convert to cash up to approximately 19.99% of
            the 4,000,000 shares sold in this offering, or 799,600 shares of
            common stock, at an initial per-share conversion price of $5.16,
            without taking into account interest earned on the trust fund." (p.
            7)

      o     "For purposes of presentation, our pro forma net tangible book value
            after this offering is approximately $4,125,936 less than it
            otherwise would have been because if we effect a business
            combination, the conversion rights to the public stockholders may
            result in the conversion into cash of up to approximately 19.99% of
            the aggregate number of the shares sold in this offering..." (p. 20)

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      o     "Accordingly, Public Stockholders holding 19.99% of the aggregate
            number of shares owned by all Public Stockholders may seek
            conversion of their shares in the event of a Business Combination."
            (F-8)

If it is true that the Company's Form S-1 suggests that every one in five IPO
shareholders would have to elect conversion in order for the business
combination to fail, whereas the Company's pre-effective proxy statement states
that it would take only one holder in twenty to cause a business combination to
fail, please advise the Staff as to the Company's views on the materiality of
such change in the proposed business plan of Rand Acquisition Corporation. It
would appear that an investor could have rested his or her investment decision
upon disclosure that suggested four times as many IPO shareholders would have to
elect conversion than is currently planned. Prior to the Company's October 27,
2005 filing, the Staff could find no disclosure that the Company would structure
a transaction which could go forward only if no more than 5% of the IPO
shareholders elected conversion.

      Response: We acknowledge that Rand's public offering includes the
substantive right of investors to demand conversion of their shares (if they
vote against a proposed business combination) and receive their pro rata portion
of the trust account if the business combination is consummated. We also
acknowledge the substantive limitation on Rand's ability to consummate a
business combination if holders of 20% or more of the IPO shares exercise their
conversion rights. We would characterize the 5% limitation on conversions,
however, not as a change in the Company's business plan, but as a term of the
business combination negotiated by management. (We agree that the limitation
constitutes a condition to the Company's ability to consummate the business
combination and, as noted in our response to comment No. 3 below, we have
included disclosure of this condition in every instance where the shareholder
vote requirement is discussed.) In addition, we do not believe that the
disclosure contained in the Company's Form S-1 suggests that every business
combination would be structured to accommodate conversion of up to 19.99% of the
IPO shares.

The Company's proposed business, as summarized from the section of Rand's Form
S-1 entitled "Proposed Business," is to seek to identify a target business and
effect a business combination with the target business on terms negotiated by
management and approved by a majority of the holders of IPO shares. Subject to
the requirement that the initial business combination be with a target business
with a fair market value equal to at least 80% of the Company's net assets,
Company management has virtually unrestricted flexibility in identifying,
selecting and structuring a prospective business combination. Subject to limited
extension provisions, if a business combination is not completed within 18
months of its initial public offering, Rand must dissolve and distribute the
trust account to holders of IPO shares.

As discussed in our response to comment No. 4 below, the 5% limitation on IPO
share conversions is necessary to ensure that Rand will have sufficient funds to
satisfy the equity contribution requirements under the new senior loan facility
for Lower Lakes arranged by Rand management. While this limitation may make it

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more difficult to obtain shareholder approval of the Lower Lakes acquisition, we
do not view the adoption of a more stringent approval requirement to constitute
a change in the business plan disclosed in the Form S-1. The Company's business
plan will continue unchanged: namely, failure to consummate the proposed
business combination with Lower Lakes (as a result of the election to convert by
holders of more than 5% of the IPO shares or otherwise), or another qualifying
target within the required time frame, will result in the dissolution of Rand
and distribution of the trust account to holders of IPO shares.

Moreover, we do not view the disclosure contained in the Company's Form S-1 and
cited by the Staff in comment No. 1 as a guarantee, assurance or suggestion that
every business combination would be structured to accommodate conversions of up
to 19.99%, but instead as a reflection of the substantive limitations imposed on
management's ability to proceed with a shareholder-approved business combination
if holders of 20% or more of the IPO shares exercise conversion rights. The
disclosure cited by the Staff provides that (i) the Company "may effect a
business combination if public stockholders owning up to approximately 19.99% of
the [IPO shares] exercise their conversion rights" and (ii) "...the conversion
rights to the public stockholders may result in the conversion into cash of up
to approximately 19.99% of the [IPO shares]" [emphasis added]. In this case,
Rand has chosen to take a more conservative approach and enter into a
transaction whereby a greater portion of its assets will be invested. This is
consistent with the substantive requirement that the Company's initial business
combination be with a target business with a fair market value equal to at least
80% of the Company's net assets. (See pages 1 and 21 of the Prospectus included
in Rand's Form S-1.) While the terms of the public offering obligate the Company
not to complete a business combination if 20% of more of the IPO shares exercise
conversion rights, there is no requirement or suggestion that the Company could
not impose a more stringent requirement if its management determined to do so.

2. Please disclose the manner and priority of payments by which funds will be
disbursed from the trust account.

      Response: We have added disclosure as to the manner and priority by which
funds will be distributed from the trust account in the sections entitled
"QUESTIONS AND ANSWERS ABOUT THE ACQUISITION - How is Rand paying for the
acquisition?", "SUMMARY - Acquisition Proposal - The Acquisition" and
"INFORMATION ABOUT RAND - Business of Rand - Offering Proceeds Held in Trust."

3. In connection with comment one, above, we note your discussion on page seven
with respect to the 5% limit of shareholders electing to convert their shares
under the question "Do I have the right to convert my shares into cash?" If it
is true that the 5% limitation is an effective condition to closing the
transaction, it appears to the Staff that such disclosure should be emphasized
more throughout the proxy statement and included in every instance that you also
discuss the required shareholder votes, not simply when discussing conversion
rights.

      Response: We have included disclosure of the 5% limitation on IPO share
conversions in every instance where the shareholder vote requirement is
discussed.

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4. We note your disclosure on pages 14 and 105 that "Rand will not be able to
complete the acquisition if holders of more than 5% the IPO shares demand
conversion of their shares because conversions in excess of such amount would
result in Rand's cash balances being insufficient to enable Rand to obtain the
third party financing needed to complete the acquisition." Please disclose the
basis for such assertion. We could find no reference within the Proxy Statement
or Preferred Stock Purchase Agreement that would support such a result.
Additionally, please advise the Staff whether any entities other than those a
party to the Preferred Stock Purchase Agreement were contacted with respect to
similar financing.

      Response: We have added disclosure in the sections entitled "THE RAND
SPECIAL MEETING - Conversion Rights" and "INFORMATION ABOUT RAND - Business of
Rand - Conversion Rights," detailing the basis for this condition, as well as
cross-references thereto where applicable.

      In response to the Staff's request, we note that Rand management contacted
approximately six potential investors, consisting of hedge funds and investment
banking firms, seeking financing similar to the financing being provided by the
Series A Preferred Stock issuance. We further note that disclosure of such other
contracts is contained in the section entitled "THE ACQUISITION PROPOSAL -
Background of the Acquisition."

5. Please disclose the status of the warrants held by those purchasers of IPO
units who demand to convert their shares into cash.

      Response: We have included disclosure as to the status of the warrants
held by shareholders who exercise conversion rights in the sections entitled
"SUMMARY - Conversion Rights" and "INFORMATION ABOUT RAND - Business of Rand -
Conversion Rights."

6. Please include disclosure with respect to the warrants held by Rand's
Officers and Directors, which would appear to expire worthless if a business
combination is not consummated within the time allotted.

      Response: We have included disclosure with respect to warrants held by
Rand's executive officers and directors in the sections entitled "SUMMARY -
Interests of Rand Directors and Officers in the Acquisition" and "THE
ACQUISITION PROPOSAL - Interests of Rand Directors and Officers in the
Acquisition."

7. Please include disclosure with respect to each associate, as required by Item
5(a)(4) of Schedule 14A.

      Response: We have included disclosure with respect to associates in the
sections entitled "SUMMARY - Interest of Rand Directors and Officers in the
Acquisition" and "THE ACQUISITION PROPOSAL - Interest of Rand Directors and
Officers in the Acquisition."

8. Please elaborate upon the material restrictions on the number of conversion
shares Series A investors may sell in the open market within six months to one
year of issuance.

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      Response: We have included additional disclosure in the section entitled
"SUMMARY- Acquisition Financing."

9. Please discuss the risks presented by the disclosure contained under the
headings entitled "Interest of Rand Directors and Officers in the Acquisition."

      Response: We have included a risk factor with respect to the interests of
Rand's directors and officers.

10. Please discuss the risks if the Adjournment Proposal is not approved.

      Response: We have included a risk factor with respect to the Adjournment
Proposal not being approved.

11. Please provide the disclosure required by Item 13(a)(6) of Schedule 14A.

      Response: We have added disclosure in the section entitled "THE RAND
SPECIAL MEETING - No Additional Matters May Be Presented at the Special Meeting"
indicating that the Company's accountants do not intend to attend the Special
Meeting.

12. Please disclose the specific date NatCity Investments, Inc. was first
contacted by any of Rand's Officers or Directors.

      Response: We have disclosed the specific date NatCity Investments, Inc.
was first contacted by any of Rand's officers or directors in the section
entitled "THE ACQUISITION PROPOSAL - Background of the Acquisition."

13. Please affirmatively disclose any and all associations between NatCity
Investments, Inc. and any of Rand's Officers or Directors or, if true, disclose
that no associations existed prior to the date supplied in response to the
preceding comment.

      Response: We have affirmatively disclosed that no associations exist
between NatCity Investments and any of Rand's officers or directors in the
section entitled "THE ACQUISITION PROPOSAL - Background of the Acquisition."

14. Please provide the Staff with copies of all agreements between NatCity
Investments, Inc. and any Officer or Director of Rand.

      Response: In response to the Staff's request, please see the
Confidentiality Agreement provided in response to comment 18 below. Such
agreement is the only agreement between NatCity Investments and Rand or any of
its officers or directors, other than one or more confidentiality agreements
with respect to unrelated transactions being marketed by NatCity Investments
entered into subsequent to February 2005.

15. We note your disclosure in the last paragraph of page 39. Please disclose
the number of potential buyers contacted by NatCity Investments and the number
that executed confidentiality agreements.

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      Response: We have added disclosure that NatCity contacted 248 potential
buyers, and executed 106 confidentiality agreements in the section entitled "THE
ACQUISITION PROPOSAL - Background of the Acquisition."

16. We note your disclosure in the first paragraph of page 40 with respect to
the presentation to Rand made by NatCity. Please disclose the number of entities
to which NatCity made presentations with respect to the acquisition of Lower
Lakes.

      Response: We have